Notice of special resolution, Bettong Gully Landcare Group Inc.

Special resolution notice template with the full wording and the 75 percent rule

A notice of special resolution has to give members the exact words of the resolution, the date, time and place of the meeting, and enough notice to decide how to vote. This one page notice for a Victorian landcare group changing three of its rules does that, explains why, and shows what 75 percent of the vote means in numbers.

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Bettong Gully Landcare Group Inc.
Reg. A0081536M · PO Box 412, Castlemaine VIC 3450 · secretary@bettonggully.example

Monday 5 October 2026
To every voting member of Bettong Gully Landcare Group Inc.

Notice of special general meeting and special resolution

A special general meeting will be held at 7:30 pm on Wednesday 4 November 2026 at Castlemaine Community Hall, 15 Mostyn Street, where the committee intends to propose this special resolution:

That the rules of Bettong Gully Landcare Group Inc. be altered by: (a) inserting rule 33A, allowing a general meeting to be held in person, online or both, with members online counted as present; (b) amending rule 49 to increase the committee from five members to seven; and (c) amending rule 59 so notices may be sent by email to the address on the register.

Explanatory note. Thirty of our members now live outside Castlemaine and cannot reach evening meetings, and the committee has run short of hands at planting days. The changes let those members take part and vote online, add two committee places, and stop the cost of posting notices. No other rule changes.

The 75 percent threshold
The resolution passes only if at least 75 percent of members voting, in person or by proxy, vote in favour. If 60 members vote, at least 45 must vote yes. Abstaining members are not counted.

Proxies. Members may vote by proxy on the enclosed form, due to the secretary by 5 pm Monday 2 November. If passed, the new rules go to Consumer Affairs Victoria within 28 days.

Yours sincerely,

By order of the committee
Name
:
Prue Okafor, Secretary
Date
:

Section by section

What each section is for, so you can keep the ones you need and drop the rest.

Letterhead and addressee
Association letterhead with registration number, the date, and every voting member.
Subject and meeting
Special general meeting at 7:30 pm on Wednesday 4 November 2026, and the intention to propose a special resolution.
The resolution
The full wording altering rules 33A, 49 and 59.
Explanatory note
Why the changes are needed and that nothing else changes.
Threshold callout
75 percent of members voting, with a worked example.
Proxies and lodgement
Proxy deadline of 2 November and lodging the new rules within 28 days.
Sign off
The secretary's signature block, by order of the committee.

How to adapt this document

First, to change the association's name, quote the old and new names in full in the resolution and add a line that the change takes effect when registered. Second, to wind up, attach the committee's statement of assets and debts and name the body that will receive surplus property, as your rules require. Third, if the special resolution is going to an AGM rather than its own meeting, keep this notice separate from the AGM agenda and send both together, so the full wording and the longer notice period are not lost among routine items.

Which law the terms follow

The notice follows the Associations Incorporation Reform Act 2012 for Victorian incorporated associations. Consumer Affairs Victoria states the 21 day notice requirement, the content the notice must include, the 75 percent threshold of members voting, and the 28 day period to notify a change of rules. A company changing its constitution follows the Corporations Act instead, and associations in other states follow their own Acts.

What makes this document work

The resolution is quoted in full

The quote block holds the whole resolution: insert rule 33A for online or hybrid meetings, amend rule 49 to grow the committee from five to seven, amend rule 59 to allow notices by email. Members vote on those words and no others, so they cannot be paraphrased or tidied up on the night.

The threshold is shown as a number

The callout states the rule, at least 75 percent of members voting in person or by proxy, then gives an example: if 60 vote, 45 must vote yes. It also says abstentions are not counted. A rule written as a percentage alone is easy to misread; a worked number is not.

The notice period is generous

The notice is dated Monday 5 October for a meeting on Wednesday 4 November, 30 days later, against a 21 day minimum. Sending it early leaves room for postal delays and for members to lodge proxies by the 2 November deadline without anyone arguing that notice was short.

Questions people ask

What is a special resolution?

A decision an association can only make with a larger majority and longer notice than an ordinary resolution. In Victoria it is needed to change the association's name or rules, amalgamate, or wind up voluntarily, and the rules can add other matters. It passes only with at least 75 percent of members voting in favour.

How much notice is needed for a special resolution in Victoria?

At least 21 days notice to all voting members, stating the date, time and place of the meeting, the full resolution and the intention to propose it as a special resolution, according to Consumer Affairs Victoria. This notice gives 30 days. Check your rules too, because they can require longer.

Do proxies count towards the 75 percent?

Yes, if the association's rules allow proxy voting. The 75 percent is measured against members voting at the meeting, in person or by proxy where permitted. Members who are absent and gave no proxy, or who abstain, are not counted either way, which is why the example uses votes cast.

What happens after the special resolution passes?

The association tells Consumer Affairs Victoria of the change to its rules within 28 days, as the last paragraph of this notice says. Record the number of votes for and against in the minutes, keep a copy of the altered rules with them, and give the new rules to any member who asks for a copy.

Can the wording be changed at the meeting?

Only in minor ways that do not change its substance, if at all, because members who stayed home relied on the notice. A meaningful change, such as seven committee members becoming nine, needs a fresh notice and a new meeting. That is why the full wording is settled before the notice goes out.

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Sources

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